Celestia of Chaos
by AkumaKami64
Summary: Tirek does not get Discord's magic. Unexpectedly, neither does Discord. Instead, it goes to a new host, one currently lacking her usual magic and in dire need of some. Why her? Who knows! Discord doesn't, but he certainly likes what he sees! Equestria, meet Chaos Celestia! Chaos Celestia, re-meet the world! Discord? Meet your new wet dream.
1. Celestia, the Chaos Edition

Celestia of Chaos

Disclaimer: I don't own MLP

Summary: Tirek does not get Discord's magic. Unexpectedly, neither does Discord. Instead, it goes to a new host, one currently lacking her usual magic and in dire need of some. Why her? Who knows! Discord doesn't, but he certainly likes what he sees! Equestria, meet Chaos Celestia! Chaos Celestia, re-meet the world! Discord? Meet your new wet dream.

Regular Speak

 _Thoughts and Flashbacks_

 **Demonic or Animalistic Speak**

 _ **Demonic or Animalistic Thoughts**_

Deep in the pits of Tartarus sat three peculiar guest, unjustly imprisoned in this dark realm; Three Alicorns, immortal princesses each of ponykind. Their magic voluntarily stripped of themselves, their weakened bodies chained atop a spire by the centaur, Tirek.

"Mi Amore, are you ill?" Luna asked in concern, seeing the younger Alicorn looking more tired than herself or her sister.

Cadence smiled weakly, "No, Aunty. My body only recently fully adjusted to Alicornhood, so losing my magic is a bit more exhausting," she assured, smirking as best she could, "And you know I prefer Cadence."

Luna smiled …or tried to smile, but failed half way through it, "Forgive me, niece, but I can hardly bring myself to jest, even for our own comfort," She apologized.

"Aunties...could we get...Cerberus to help us?" Cadence asked, looking ready to nod off.

"Unfortunately not," Luna answered, scowling at the restraints, "He is a loyal hound, but he has no power to free prisoners. Even if he managed to destroy these chains, escaping here would be a dangerous and long journey and we would still be of no aid and doubtlessly too late by then," Luna elaborated with a sigh, "It would appear we are truly blind and helpless."

"Not so much blind, Sister," Celestia retorted, getting both of their attention. Celestia was sitting there with a distant look in her eyes, as if she was looking far beyond the caverns.

"Sister?" Luna asked curiously.

"While I may be magic-less, I can still sense it," Celestia answered distractedly.

"Why...send...Discord...again?" Cadence asked, blinking herself awake as best she could.

"He could sense it on the smaller level; I can only sense it on a larger scale. And Tirek is now a constant disruption in the grand scheme of things," Celestia said with a scowl, sighing.

"What is it, Celestia?" Luna asked in concern.

"Tirek just stole the magic of Twilight's friends. Luckily, she wasn't present," Celestia explained with a shake of her head, "I am sorry, both of you."

"What for, Tia?" Luna asked in confusion, Cadence perking up in curiosity as well.

"I should not have trusted Discord with this mission, not alone," Celestia admitted, "I have failed you both in th-" She stopped in midsentence, her eyes wide yet still glazed over.

"Aunty...?" Cadence asked in concern.

"Tirek just took Discord's magic," Celestia answered in disbelief.

"I...I didn't think that was even possible," Luna said in shock and horror, "Celestia, if Tirek has Discord's powers then-"

"He...doesn't," Celestia corrected with a scrunched brow.

"...I'm afraid I don't follow?" Luna asked in confusion.

"Discord's powers left his body, but they didn't go into Tirek," Celestia explained, equally confused.

"Perhaps his chaos rejected Tirek as proper host?" Luna suggested, not at all surprised by the notion that Discord's magic was picky.

"Perhaps, but regardless, it didn't return to Discord," Celestia said with a scowl, mental eye still following the rogue magic, "Where is it going th-. _..Oh...!_ " Celestia said with wide, focused eyes as she stepped back tentatively, as far as her chain would allow.r

"Tia, what is it?" Luna asked in alarm as her sister put on a nervous smile.

"Sister, this...might get a bit scary," Celestia answered sheepishly.

"What is about to get scary? Celestia, what is happening?" Luna asked urgently.

The Princess of the Day just smiled in sympathy.

The other two Alicorns looked straight up as a piece of the rock ceiling exploded, letting through an almost screeching noise that made even Cerberus whimper. The rubble fell harmless around the edge of their prison, most falling into the abyss below.

The Lunar and Love Princesses recoiled in shock as a mass of magic shot down and floated just between them all. It slithered and shot around like a rapid snake. It was a strange, eldritch black with thin red lines crisscrossing randomly within it and patchwork blotches of dark blue moving around independently. Around it was a smoky aura of lavender clouds and small bolts of green lighting dancing around it occasionally.

"What is that?!" Cadence asked in disbelief.

"Discord's Chaos..." Luna breathlessly answered in shock, awe, and even fear.

Like a living thing, it seemed to look at each of them, shooting from Luna to Cadence to Celestia quickly before settling on the elder Alicorn. She almost looked sheepish as it "stared" at her. Luna got as far as opening her mouth before the magic shot into Celestia, through the mouth and eyes.

"SISTER/AUNTY!" The other two ascended yelled in freight and worry, even as all of Tartarus began to tremble around them.

Celestia heaved back as the power entered her, the chain breaking with her hoof like paper. She slammed her back against a giant stalagmite, turning it into a mix of glass, clay, plastic, and ice. The white mare slid to the ground as her wings began to spasm in all direction. Her eyes scrunched shut, she slammed her left hoof down on the floor five times.

The first turned the entire floor of Tartarus into ice cream

The second filled the air with blue clouds, raining a hail of frozen tea.

The third turned the ceiling into pink silly putty, malleable but unbreakable.

The fourth had giant rats, made of red sea-weed with green and purple candy canes for tails, dig out of the ice cream.

The fifth created odd octopus-headed red-dragon hybrids the size of cragadiles which clawed out of the ceiling to take flight.

All the other two could do was watch in disbelief and fear as Celestia just laid there with a pant, not looking at them, "...Celestia?" They both asked cautiously.

Celestia looked up and Luna had to admit, she was genuinely terrified of her sister right now.

The giggling didn't help any.

 **Meanwhile**

"WHAT DID YOU DO!?" Tirek roared, physically holding and nearly crushing Discord, "WHERE DID YOUR MAGIC GO!?"

"Stop it! Please, stop hurting him!" Fluttershy yelled tearfully.

"I...don't...know!" Discord wheezed out, very unused to the sensation know as pain, among other things.

"YOU FILTHY, LYING _**WORM**_!" Tirek yelled in rage as he violently teleported Discord into the cage with the ponies and drakeling, making him appear and slam against the bars with a pained thud, "It matters not, I already possess more than enough magic to deal with this Princess Twilight," Tirek said angrily as he stalked away.

Fluttershy had leapt to Discord's side before the magic stealer had even finished speaking, "Discord! Are you hurt?! Are you okay?!" She asked desperately, checking him for any obvious signs of injuries, internal or external.

Discord winced for many reasons as he looked down at the rosy maned mare, speaking only one broken word, "...No."

Fluttershy looked up at him with shimmering eyes, knowing it was much more than just his health. Discord miserably turned away with his talons over his eyes. Applejack sighed as she pulled her hat over her own eyes while Rainbow shook her head to herself over the scene. Spike just glared with his arms crossed while Rarity looked like she wanted to turn her nose up at the scene but didn't have it in her heart to while Pinkie looked about as miserable as Discord himself. Fluttershy merely stayed at the side of her treacherous friend.

"So...," Rainbow started off evenly, "What did happen with your powers soaring off like that?"

Discord peaked out between his talons, before closing his eye at their stares with a sigh, "I don't know, honest."

He sounded too defeated for any of them to believe otherwise.

"At least Tirek didn't get them," Applejack mused absently.

"Fluttershy?" Discord asked weakly, not even looking to see if she acknowledged him, "Could...could you stay with me? Until...Twilight wins and they...you...whoever puts me back?" He requested resignedly, getting more than a few surprised looks.

"Oh, don't give up just yet, Cordy!" A familiar yet strange voice echoed throughout the town with a coy, playful tone.

Everyone, from Tirek to his prisoners to the ponies of Ponyville, all stopped in their tracks at that unmistakable voice.

"...Celestia?" Discord said in shocked confusion.

 ***KABOOOOOOOM!***

Just as he said it, something struck from the sky at triple the speed of needed for a Sonic Rainboom, sending out three rings across the sky: a ring of pink, a ring of kaleidoscopes and a ring of gravy. It landed halfway between them and Tirek, leaving a surprisingly small crater. With a flurry of wings, the dust cleared and no one could believe their eyes.

It was a white, graceful creature in the form of an Alicorn. That was about the extent of her likeness to Celestia. The eyes were aflame with grey-purple magic. Her right front leg was that of a raven's black talon, while the left was a brown and large hoofed moose limb. The hind legs were unchanged, surprisingly. The horn also seemed no different at first, but a notable curve to it could be noted by the observant. The wings had doubled with two purple changeling wings on the back while the lower wing on the right was a pink pterodactyl wing and the other was red and bulkier than a pony's, like a gryphon's. On her rear was a long, slender, and fluffy lemur tail.

Her mane was still flowing, but colored an unnaturally dark shade of black with tiny random red lines standing out against it, covered with moving blotches of dark blue. A lavender mist surrounded it and green lightning cracked around her ears and forehead, almost in imitation of a crown.

And sitting proudly on her flank was the symbol of a circle with eight arrows pointed out and expanding in every direction to varying length…the symbol of Chaos.

"Is...is that the Princess?" Rarity asked in disbelief, everyone else gaping. Especially Discord, who found himself numb to all pain as he absently crawled to the front of the cage and watched this, his hands on the bars.

Tirek narrowed his eyes at the grinning creature before him. It almost looked like Princess Celestia but that couldn't be, could it? "Who are you, abomination?" He asked with a growl.

"A bomb a nation? That sounds like a horrid policy, and very ineffective," The mare said in mock disbelief before smirking playfully, "But as for who _**Moi**_ is?" She said, pointing her talon to her chest while bowing dramatically, "I am Celestia 2.0, _The Chaos Edition_ and I am here, Tirek, to wreck you."

 **End of Chapter:**

Well, there we go, Celesita now has Discord's chaos. Next chapter, we will see the fight we always wanted, Tirek being owned by Chaos's might- just with a different Chaos user.

Hope you all like Chaos-Celestia's form. While I wanted to be creative with it, I also wanted her to still be a mostly graceful creature in terms of looks.

Of course, we can only wonder how everypony will react to this after the fight. Poor Twilight, lol. And of course, there'll always be the question of why this happened...but they'll have to deal with Chaos-Celestia, who will do a mostly good job of keeping herself under control, but...hiccups, we have them.


	2. Magic Punch or Chaos Punch?

Celestia of Chaos

Disclaimer: I don't own MLP

 **nightmaster000, ShiningShadow1965,** \- Thank for the reviews.

 **Reishin Amara** \- Good luck with that boner. XP

Regular Speak

 _Thoughts and Flashbacks_

 **Demonic or Animalistic Speak**

 _ **Demonic or Animalistic Thoughts**_

Beta: Dragon_Wizard91

The centaur scowled as he fired an energy beam at the unflinching Celestia, who took the blast head on.

"...There is no way it's that simple," Rainbow Dash commented with a scowl as the smoke started to clear.

Tirek's smirk of victory turned into a snarl as he saw Celestia...lying face up on an _inflatable donut_...floating in a now water-filled crater...sipping from a coconut held in her lemur tail while wearing Kamina-shades and holding a sunbathing mirror in her hoof and talon. She smirked as she used her moose limb to tip down the shades, "Just who the Tartarus do you think I am?" She asked mockingly.

Unnoticed by the slacked-jawed others, Discord's wings suddenly went rigid with a growing blush on his face.

"You would be wise not to mock me," Tirek growled as he fired another beam at her.

Celestia could have casually turned the mirror to deflect the attack, but that would have been boring. Instead, she held up her coconut and let the beam shoot in through the top, then proceeded to sample the literal magic drink, "Hmm, I expected more...spice," Celestia commented toyingly, raising an eyebrow as Tirek now stood over her, "You're blocking my sun...I only _**now**_ say that line?" She commented, muttering that question at the end to herself. She blinked as Tirek grabbed her by the tail and pulled her up, "Hey, hey! Hands off the fluff!" She snapped as she dangled upside down from his grip.

"Princess Celestia! Get out of there! He'll take your magic!" Rarity urged loudly, Celestia not looking phased by the advice.

"You should have listened to your subjects," Tirek taunted as he opened his mouth with glowing eyes...only to blink as nothing happened.

"Huh?" The captives collectively said in bewilderment. Except Discord, who was looking at the pool of water, which still had a reflection of a sunbathing princess in it.

"What is this?" Tirek asked with a scowl.

"Yeah, no dice," Celestia said with a shrug as something sprung out of the water.

"A decoy. Clever," Tirek admitted begrudgingly as he pulled back his fist to strike the " _fake_ " Celestia. His fist, instead of making impact, disappeared upon reaching her. He hardly realized this before his own fist slammed into his jaw, possibly dislocating it and sending him flying backwards

"Told you not to touch the fluff," Celestia said with a huff as she hovered with her changeling wings.

"...Disssscord," Applejack said accusingly to the blushing Draconequus, who suddenly found his lips dry, "What the hay did you do to the Princess!?" She demanded, poking her hoof against his chest.

"N-nothing, I swear!" Discord vowed, glancing back at the Alicorn in question, "...not that I'm complaining."

"Applejack, stop! Look at him!" Fluttershy defended with a pleading glare, Discord flinching at the undeserved aid, "He couldn't hurt a fly if he wanted to!"

"Yeah, AJ? Accusations later, after the hopeful-flank-kicking," Rainbow suggested, sending a scowl to Discord, but said nothing else.

"Did anyone see what jumped out of the water?" Rarity asked curiously, trying to look into the sky and see if she could spot it.

"I was too busy thinking about how much I'd like a can to bang on the bars," Pinkie Pie said half-heartedly, prompting a lemur tail to put a tin can in front of her, "Thank you, Princess," She said with a weak smile as she took it.

"No problem, Pinkie Pie."

It took everypony another two seconds to process it.

"PRINCESS CELESTIA!?" They yelled, turning around to find another Celestia sitting there with a grin on her face.

There were a few differences between this one and the one outside. This one didn't have flaming eyes, but her purple eyes had darker spots shimmering and moving around them. And speaking of rings, the lack of flames revealed black circles around her eyes, like a raccoon would have.

Of course, the biggest change was that this Celestia was wearing an orange, full-body prison jumpsuit.

"Hello my little ponies! And you too, my drakes, I'd never forget you two," She greeted, nodding to Discord and Spike.

"Umm, Princess? Is...that really you?" Spike asked cautiously.

The Chaotic Alicorn nodded energetically, "Yes, it is I, in the flesh! And the chaos. _Sooooo_ much chaos," She assured with a shudder and a lopsided grin.

Rarity stepped a bit closer to Spike, ready to cover his ears if needed.

"Well...what are you doin in here?" Applejack asked with a raised eyebrow.

"Oh, I just thought I'd find out what this side of the legal system felt like," Celestia answered casually.

"Haven't you been captured before, Celestia?" Discord managed to get out.

If she had been normal right then, he might have flinched under her gaze. Instead, he stiffened at the smoldering look he got, "Point, but that was unlawful detainment. It's a lawful incarceration if the princess throws herself in the brig," Celestia countered, playful and giggling, before frowning at her uniform, "Say, Rarity, you're the fashion guru: This or the classic stripes?" She inquired.

"Are...are you serious?" Rarity asked in disbelief, getting a head tilt, "W-well, while neither are in great taste, I imagine the stripes would work better for you and your tail, Your Majesty," She answered, a bit nervous.

Celestia hummed as she held up her talons.

During the small pause, Discord practically started drooling.

With a snap of her claws, Celestia was wearing a cliché stripped top and hat, but no pants- to a certain Draconequus's preference, "Hmm, I might have to change the prisons back to these, once this is over. At the moment, I can't quite remember why we ever bothered to change them."

"Umm, Princess? If, um, you don't mind?...Do you have a, er, plan for getting us out of here?" Fluttershy asked meekly.

"Yes," Celestia answered with a smile.

"...Can you tell us?" Rainbow asked after a brief pause.

"Yes," Celestia confirmed again, still smiling.

"...Can ya tell us right now?" Applejack asked, trying not to sound annoyed.

"Yes." Does it even need to be said?

Rarity sighed dramatically at that, "Oh for the love of- Discord! Please handle this for us?" She requested in irritation as everypony turned to the Draconequus.

Discord blinked as he looked between the mares, looking at him with annoyance that, for once, wasn't directed at him as well as curiosity. He looked back to Celestia, who stared right back, "...Celestia, how about you show us how you'd escape this cage?" He recommended with a small grin.

"Sure, Cordy! I could just vanish it or break it, but that'd be boring! Spike, I need to borrow you for a moment," Celestia answered, her lemur tail wrapping around his torso and picking him up.

"Wow, wait, what?!" Spike said as he was held parallel to the ground

"Princess, what ARE you doing?!" Rarity asked in shock.

"Trust me, Rarity, I know what I'm doing," Celestia assured with a wink.

Said wink got rid of her prison outfit and turned three of the metal bars into lengths of solid gem.

"Wait, is she going to...?" Discord muttered suspiciously.

"Ready, Spike?" Celestia asked as she held her talon close to his tail.

"Ready for what?" Spike asked nervously.

"She is," Discord realized with smirk of approval.

"Is what!?" Spike, Rainbow, and Rarity demanded in sync.

Celestia just grinned as she grabbed the drake's tail and pulled, stretching it back at least twice its length before releasing it with a snap.

Spike had wide eyes as his body started to rumble and vibrate, his teeth chattering.

"Spike?" Applejack asked in worry and concern.

The baby dragon opened his mouth...and rapidly began to bite at seemingly impossible speeds; his mouth looking like it was opened at a ninety-degree angle each time.

"Ever played Hungry-Hungry Drake?" Celestia questioned with smirk at the dumbfounded mares, "No? Too bad!" She decided as she placed Spike's blitz-choppers over one of the bars, munching the section into bits and devouring it in seconds. Celestia moved her tail up and down the lengths of the bars, clearing through them in about thirty seconds, "Thank you for your patronage, and please use " _Regal Chaotica_ " for all your escaping and catering needs," She added on as she ushered them outside the cage.

" _Regal Chaotica_?" Discord repeated with a raised eyebrow as she put Spike down, his teeth slowing to a halt.

"Oh please, you know I make this look good," Celestia boasted with an half lidded gave, her talon flicking her mane over her back.

"Yes, yes you do...," Discord agreed absently, watching her hypnotically swishing tail.

"Spikey Wikey? Are you okay?" Rarity asked with a sad frown, putting a hoof on his shoulder as he groaned.

Spike, for once, ignored Rarity as he glared weakly up at the Princess, "I'm not saying I enjoyed that, but I'm not saying I didn't either," He commented plainly.

"We'll deal with that later, Spike. For now, DUCK!" She yelled as they instantly obeyed, dropping to the ground, as the Alicorn of Chaos raised up her moose hoof and reeled it back, " _Maaaaagic_ - **PUNCH**!" She declared, nailing a thrown-Tirek right in the flank, sending him back into the air with a howl of pain, almost hitting her flaming eyed doppelganger.

"Hey, watch where I'm throwing things!" Flaming Eyed Celestia yelled with indignation.

"Where you're throwing things!? Oh, no, watch where "I" am throwing things!" Raccoon Eyed Celestia retorted in kind.

"Well, at least you don't look like you're wearing a ridiculous amount of eye shadow!" FE insulted with a humph.

"Why thank me, Ms. Burn Sight!" RE accepted with a smile, "Now, get back to sunburning the Redtaur- _WHY ARE WE ONLY NOW USING SUN PUNS!?"_ She finished with a lamenting cry as her other half flew off.

"Did...she...they... _ **what**_?" Applejack asked in confusion, "Anyone else get that?"

"I got a headache," Rainbow answered with a sigh as the rest shook their heads, except two.

"I don't know what you're all talking about," Pinkie Pie said with a grin, "I've had plenty of talks like that before!"

The others gave her strange looks as Discord looked to Celestia, turning back to them, "Magic punch? Why not Chaos Punch?" He asked curiously with a head tilt.

"Because that was a Magic Punch, _not_ a Chaos Punch," Celestia answered as she held up her fisted talons, " **This** is a Chaos Punch," She added in before sending the right hook at Discord's face, to a mixture of surprise and horror among the group.

Thankful, Discord would admit, it didn't hurt. That said, when he opened his eyes, he was a bit intimidated by the giant ponies around him, "Oh, Poo," He said with slagging shoulders, looking up at Celestia with a gulp, "I'm...still in trouble, huh?"

"Yep," Celestia answered, far too cheerfully, as Fluttershy placed him safely on her back, "Don't worry, I promise I'm not going to execute you. Or stone you. Or leave you powerless. Or anything else you're thinking- seriously, you're starting to kill my buzz," Celestia assured, then scolded with a scowl.

"You're not?!" Almost everyone asked in surprise, some with hope as well.

"Nope, but you're not off scot free. So just behave like a nice little wormy while I'm gone and maybe I'll give you some chocolate milk to swim in," She teased as she tapped him on the nose with her tail, "Boop."

Discord, if he had the magic, would have melted on the Pegasi's back. As it was, he just blushed and stutter, "Y-yes, Ma'am!" he saluted, almost drunkenly.

Celestia giggled at that, "Good boy."

And with that, she spread her lower wings and took off with a great flap of the mighty yet mismatched limbs

"...Twilight will not take this well," Rainbow commented absently.

"Dash, _WE_ are not taking this well," Applejack pointed out, before glaring at the tiny Draconequus, barely taller than the width of a hoof, "Well, most of us. Ya know, I'm still not convinced you didn't have something to do with this."

"Applejack," Discord said, looking at her with a completely serious tone, "If I could have done _**ANYTHING**_ like that to Celestia, I would have done so ages ago," He pointed out with his arms crossed.

"...He's got a good point, I hate to admit," Rainbow conceded.

"Well, fashion sense aside, at least Princess Celestia has retained much of herself through this," Rarity commented, "Humor aside, she does seem to be keeping everypony safe, so her faculties must be still mostly in order, pardon the pun. And despite the changes, she has retained a graceful look."

"Not the time, Rars," Applejack pointed out.

"Oh, but it is, Applejack!" Rarity retorted with a scowl, "After all, if she had been too far changed physically, the guards might mistake her for someone else or not believe who she is and end up provoking her," She pointed out.

"That...is actually a good point," Applejack admitted begrudgingly, "Still, what happened to the other Princesses?"

"Maybe they were in a secret bunker?" Pinkie Pie suggested.

 _'...Did Celestia leave them in Tartarus?'_ Discord wondered to himself, stroking his beard.

 **Meanwhile**

"Aunt Luna?" Cadence asked blankly.

"Yes, Cadence?" Luna inquired in kind.

"Where are we, exactly?" Cadence questioned as she looked around the tropical beach, a jungle in front of them and the ocean to their backs.

"I am not certain, but if I had to guess?...Pon Diego?" Luna suggested.

"So…we're just supposed to wait here until your sister comes and gets us?" Cadence asked.

"I would imagine so...in fairness, I haven't been to the beach in many ages," Luna commented with a smirk.

"Shouldn't we be worried about Aunt Celestia and the rest of Equestria?" Cadence pointed out.

"Equestria? Yes. Tia? No," Luna answered gravely, "She's the reason I'm worried. Her with Discord's powers..."

"...Could have been worse," Cadence mused thoughtfully.

"How?" Luna asked with a raised eyebrow.

"...Discord getting the Nightmare?" Cadence suggested.

"...Let us not ponder such horrors," Luna said with wide, terrified eyes.

 **End of Chapter**

Well, there you go, second chapter already. I couldn't help myself, I couldn't. Sorry this doesn't focus as much on the fight, but you know Chaos-Celestia would be screwing around the area along with kicking ass. So, hope you all enjoyed getting a better look at Celestia's new personality.

Next up, Twilight shows up and gets an eyeful of her mentor's new look.

PS Thanks for everything, my fans! This fic has been in the popular section since it was published- lets see if we can't keep it there a little longer.


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